GENERAL SALES CONDITIONS

GENERAL SALES CONDITIONS

General

The general sales conditions below apply to all deliveries made and services offered by the company. The buyer accepts these conditions when placing an order. For these general sales conditions to be effective, the parties must agree on any changes made to them separately and in writing. Any conditions of the buyer that deviate from these sales conditions are not binding on the seller. In this contract, “the seller” refers to Kokkolan Nahka Oy.

Tenders and orders

The prices, volumes, dimensions, weights, colours, delivery times, and availability specified in tenders are not binding on the seller. Purchase orders become binding on the seller only after a written order confirmation or delivery. Any additions and changes to orders must be made in writing.

Prices, shipping, and packing

The tender will remind valid for 30 days, unless otherwise is specifically agreed in writing. If the order is placed later, the prices specified on the order confirmation are binding. Additional deliveries and services will be charged separately. Prices are exclusive of value added tax. The valid rate of value-added tax will be added to the prices in accordance with regulations.

Unless otherwise is agreed, the prices will be valid when the goods are collected from our tanneries either in Kokkola or Alaveteli (EXW, Incoterms). The buyer will be responsible for any freight costs. The seller will not insure the freight separately except for CIF contracts.

The risk transfers to the buyer immediately when the goods are conveyed to the person conducting the transport or when the goods have left the seller’s warehouse. If the goods cannot be sent for some reason that is not attributable to the seller, the risk transfers to the buyer when the seller informs the buyer that the goods are ready for sending.

The risk also transfers to the buyer immediately when the seller pays for the shipment (except for CIF agreements).

The liability to have the goods cleared through customs is determined based on Incoterms (e.g. FOB, CFR, and CIF).

The seller has the right to increase the agreed sales price when the delivery is delayed due to a reason that is not attributable to the seller (see section 4) if production costs, such as wages or raw material prices, increase during the delay.

Delivery

Delivery times and time limits are always estimates, and are not binding on the seller unless otherwise has been agreed in writing. Provisions of these general sales conditions on delays are not applied if the delay is caused by a force majeure situation, i.e. some event that was unforeseeable and is beyond the control of the seller or the seller’s suppliers (such as war, riots, import or export ban, natural disaster, exceptional weather conditions, disruption of general traffic or energy distribution, or labour action) or some other significant or abnormal circumstance. In such a case, the seller has the right to cancel the agreement either partly or in full without the buyer having the right to claim substituting deliveries or compensation. The seller also has the right in such a situation to postpone the delivery for a reasonable period of time without this giving the buyer the right to cancel the agreed sale or to claim compensation for the delay. If the seller wants to appeal to a force majeure situation, the seller must notify the buyer of this without delay.

If the delay lasts for more than two months, the buyer has the right to cancel the agreement to the extent that it has not yet been implemented. The buyer has no right to make other claims.

Partial deliveries are permitted.

Delivery requires that the buyer has fulfilled the buyer’s liabilities within the set time limit.

If the buyer is late for the reception of the delivery, the seller has the right to claim compensation for any resulting damages. The buyer will be responsible for any damage caused to, and reduction in the quality of, the products that may result from the failure of the buyer to receive the goods at the agreed time.

Claims and guarantee

The guarantee starts on the date of delivery. Any claims made relating to the quality or volume of the products or to the invoice or other documents must be submitted in writing within 8 days from the date on which the goods were received. In case of defective products, the seller has the right to take the product back and repair it or to replace the product with a new one within a reasonable time after having received an appropriate notification of the defect from the buyer. The seller has the right to make several repair or improvement proposals concerning the product. If the improvements have not been successfully made within a reasonable period of time, the buyer can either demand a reduction in the price if only part of the delivery is defective or that the entire sale is cancelled. The seller has no other liabilities regarding the defectiveness of the delivery.

The seller does not guarantee that the products will be suited to the buyer’s intended special purpose, and is not responsible for any defects that are observed during the buyer’s own production process, nor for any defects that are observed after the goods have been taken into use nor for the use of the goods.

The guarantee is non-transferrable: it is only valid for the original buyer. The seller excludes all guarantee claims within the limits of the law.

Terms of payment

The terms of payment specified on the invoice are the currently valid terms. The sale price will be considered as paid when the payment appears in full in the bank account specified by the seller. The seller has the right to charge an annual penalty interest for any delayed payments from the due date to the date the payment is made. The rate of the penalty interest is 7 percent more than the valid reference rate verified by the European Central Bank.

The seller has the right to use a collection agency to collect any unpaid receivables.

Ownership

The goods will remain the property of the seller until the sale price has been paid in full.

Limitation of responsibility

The seller is not responsible for any financial losses, lost business income, loss of a market position or customer relationship, production losses, negative impact on reputation, or other indirect losses or damage regardless of whether the loss or damage could have been reasonably predicted.

Applicable law and resolution of disputes

These sales conditions will be applied and interpreted in accordance with Finnish legislation. All disagreements and disputes arising from or in connection to these sales conditions will be settled in Finland at Kokkola District Court.